03/07/15

Capital Markets - Deals Update First Half Year 2015

Activities on the stock markets and bond markets in Europe have been important during the first half of 2015. This has continued despite the volatility in May and June 2015 and uncertainties regarding Greece. IPO activity is still important and the trend of NASDAQ listings of European biotechs is strengthening, with the listing of two Belgian/Dutch biotechs in the US over the last months.

The capital markets team of NautaDutilh has been very active during that period, confirming that issuers are back in the market for equity transactions. You will find below an overview of the main transactions on which our capital markets team has been active in recent months.

Equity Capital Markets

We assisted Galapagos (biotech, Euronext Brussels and Euronext Amsterdam) with its EUR 279mio initial public offering and listing of American Depositary Shares (ADSs) on NASDAQ and its private placement in Europe through an accelerated bookbuilding. Galapagos is the first Belgian biotech to seek a US listing.
We assisted Kempen & Co, KBC Securities and Peel Hunt as underwriters in the EUR 32mio IPO of Kiadis Pharma on Euronext Amsterdam and Euronext Brussels. Kiadis Pharma is a clinical stage biopharmaceutical company developing innovative cell-based immunotherapy treatments.
We assisted Mylan Therapeutics N.V. in connection with the inversion and IPO on NASDAQ, followed by the secondary public offering of a substantial part of the ordinary shares in Mylan held by certain subsidiaries of Abbott Laboratories. The IPO combined a US$ 5bn acquisition of Abbott's non-U.S. developed markets specialty and branded generics business with an inversion of Mylan Inc. (a Fortune 500 company) in the form of an innovative reverse triangular merger under U.S. law, resulting in an IPO of Mylan N.V. as successor to Mylan Inc.
We assisted Jefferies, Leerink Partners and BMO Capital as underwriters in a secondary public of shares in Affimed N.V.
We assisted Geneba Properties N.V. on a EUR 206 mio rights issue of its shares on NPEX
We assisted Cofinimmo (REIT, Euronext Brussels) on a EUR 285mio secondary public offering of shares, by way of rights issue.
We advised longstanding client Casino Guichard-Perrachon (Casino) on a wide variety of legal matters regarding the creation of a major global eCommerce company through a new Dutch entity, Cnova N.V.  Prior to the IPO on NASDAQ in November 2014, Cnova's business was formed by a reorganisation of the eCommerce businesses of the Casino Group in France, Latin America and Asia. In January 2015, Cnova was listed on Euronext in Paris.
We assisted Petercam, Belfius and KBC Securities as underwriters in the EUR 38mio secondary public offering of Care Property Invest (REIT, Euronext Brussels). This is the first equity offering by way of priority allocation in favour of existing shareholders by a Belgian REIT.
We assisted Quares Student Housing (real estate company) with its public offering and private placements of shares.

Debt Capital Markets

We assisted Goldman Sachs International in connection with the offering of structured products in the Netherlands and Belgium, including Turbos and Traders.
We assisted NWB Bank in connection with the issue of USD 250,000,000 30 Year Multi-Callable Zero Coupon Notes (better known as the "Formosa bond") which were listed on the GreTai Securities Market.
We assisted N.V. Bank Nederlandse Gemeenten (BNG) in the issuance of EUR 500mio sustainability bonds.
We assisted Goldman Sachs International and JP Morgan Securities on the issuance of  EUR 515 million 4.75% unsecured senior notes due 2022 by Darling Global Finance BV, a subsidiary of Darling Ingredients Inc
We advised Goldman Sachs, Deutsche Bank and Nordea in connection with the EUR 1.45 billion financing of Nordic Capital’s acquisition of a majority stake in Norway-based Lindorff, one of Europe’s leading debt collection and debt purchase companies. The acquisition is primarily financed by a €1.45 billion high yield bond issue.
We assisted Solar Chest and its main shareholder (Ecetia Intercommunale) with the EUR 275mio issuance of secured bonds to finance the acquisition of green certificates issued in Belgium. The bond issue was arranged by Bank Degroof.  It is the first ever bond issue in Belgium backed by green certificates.
We assisted Cofinimmo with its EUR 190mio wholesale bond issue, arranged by Bank Degroof.
We assisted the joint book-running managers (Deutsche Bank Securities, Barclays, Goldman, Sachs and Co.)  in connection with the Rule 144A/Regulation S offering of $300,000,000 aggregate principal amount of 6.750% Senior Notes due 2022 and €375,000,000 aggregate principal amount of 6.375% Senior Notes due 2022 by Trinseo Materials Operating S.C.A. and Trinseo Materials Finance, Inc., a leading global materials company engaged in the manufacture and marketing of synthetic rubber, latex, and plastics, including various specialty and technologically differentiated products.
We assisted Wind Acquisition Finance S.A. with a EUR 775mio senior secured fix and floating rate notes issue.

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